OFFERING MEMORANDUM Global Offering of up to ... - Nordex

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The paying agency function, which is centralized at Dresdner Bank, will also be transferred to the underwriting banks. The exercise of preemption rights may also take place at the underwriting banks. Termination and Dissolution of the Company Other than in the event of insolvency, the Company may be liquidated by a resolution of the general meeting passed by a majority of 75% of the represented share capital. The assets of the Company remaining after liabilities have been discharged will be distributed among the shareholders proportionately according to the number of shares held by each shareholder. The Company was incorporated for an unlimited duration. Formation Auditor and Auditor The founders prepared a report on the Company’s formation and the members of the managing board and the supervisory board audited the formation. In their formation audit report of August 25, 2000, the members of the Management Board and the supervisory Board state: ‘‘According to our findings, the formation complies with statutory provisions. The disclosures of the founder relating to the acquisition of shares and contributions to the share capital are accurate and complete. The Articles of Association do not contain any stipulations relating to special benefits for individual shareholders or to any compensation or remuneration for the formation or its preparation. According to Article 27 of the Articles of Association, the Company assumed the formation costs, which are estimated at EUR 1,000. There are no objections to the method adopted in relation to the formation costs.’’ No external formation audit by a court-appointed formation auditor was conducted in accordance with section 33 (2) of the Aktiengesetz as none of the conditions which require that an external formation audit be carried out within the meaning of the Aktiengesetz be conducted applied. BDO Deutsche Warentreuhand Aktiengesellschaft, Konrad-Adenauer-Ufer 79-81, 50668 Cologne, audited the financial statements of Nordex AG (founded as ‘‘Taifun AG’’) according to the Handelsgesetzbuch for the abbreviated fiscal year from August 25, 2000 to September 30, 2000 and issued these with an unqualified audit report which can be found in the financial section of this Offering Memorandum. In addition, BDO Deutsche Warentreuhand Aktiengesellschaft, Konrad-Adenauer-Ufer 79-81, 50668 Cologne, audited Nordex AG’s (founded as ‘‘Taifun AG’’) IAS Pro Forma Consolidated Financial Statements for the fiscal years ended September 30, 1998, 1999 and 2000 and issued an audit report in respect thereof which can be found in the financial section of this Offering Memorandum. BDO Deutsche Warentreuhand, Konrad-Adenauer-Ufer 79-81, 50668 Cologne, reviewed the IAS Pro Forma Consolidated Interim Financial Statements prepared by the Company as of December 31, 2000. The comparative figures as of December 31, 1999 included in these consolidated interim financial statements were not reviewed. The IAS Pro Forma Consolidated Financial Statements for the fiscal years ended September 30, 1998, 1999 and 2000, the IAS Pro Forma Consolidated Interim Financial Statements as of December 31, 2000, the non-consolidated financial statements of Nordex AG produced in accordance with the provisions of the Handelsgesetzbuch for the abbreviated fiscal year from August 25, 2000 to September 30, 2000 and non-consolidated financial statements of Nordex GmbH (now Nordex Energy GmbH) produced in accordance with the provisions of the Handelsgesetzbuch for the fiscal year 1999/2000 are all included in the financial section of this Offering Memorandum. BDO Deutsche Warentreuhand Aktiengesellschaft, Konrad-Adenauer-Ufer 79-81, 50668 Cologne, was appointed by the Ordinary General Meeting of the Company on February 21, 2001 as the auditor for the fiscal year ending September 30, 2001. 74
Auditor for the Subsidiaries The fiscal year of each subsidiary of Nordex AG commences on October 1 each year and ends on September 30 of the following year. The financial statements of Nordex GmbH (now Nordex Energy GmbH) produced in accordance with the provisions of the Handelsgesetzbuch for the fiscal years 1997/1998, 1998/1999 and 1999/2000 were audited by BDO Deutsche Warentreuhand Aktiengesellschaft and were each issued with an unqualified audit report. The financial statements (HGB) of Südwind Borsig Energy GmbH (now Südwind Energy GmbH) for the short fiscal period from March 22, 1999 to September 30, 1999 and for the fiscal year 1999/2000 were audited by BDO Deutsche Warentreuhand Aktiengesellschaft and were each issued with an unqualified audit report. The financial statements (HGB) of Borsig Rotortechnik GmbH (now Nordex Rotor GmbH) for the fiscal year 1999/2000 were audited by BDO Deutsche Warentreuhand Aktiengesellschaft and were issued with an unqualified audit report. The financial statements (HGB) of Babcock Prozeßautomation GmbH (now Nordex Automation GmbH) for the fiscal years 1997/1998, 1998/1999 and 1999/2000 were audited by BDO Dr. Vonderreck und Schulte GmbH Wirtschaftsprüfungsgesellschaft and were each issued with an unqualified audit report. The financial statements (HGB) of Nordex Planungs- und Vertriebsgesellschaft mbH (in future: NPV Planung & Vertrieb GmbH) for the fiscal years 1997/1998, 1998/1999 and 1999/2000 were audited by BDO Deutsche Warentreuhand Aktiengesellschaft and were each issued with an unqualified audit report. 75
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OFFERING MEMORANDUM Oberhausen, Ger
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Forward-looking Information This Of
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account of a QIB, whom the seller h
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Nordex AG Oberhausen, Germany Offer
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Table of Contents Notice to New Ham
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Financial Information. . . . . . .
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Summary of the Offering Memorandum
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Management Board of Nordex AG and t
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Selected Financial Data of the Nord
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Shareholders. In each case, the cos
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Code - will be held under a separat
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Capitalization The following table
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organizational structures to meet t
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condition, results of operations an
Page 29 and 30: Risks Inherent in the Market and Co
Page 31 and 32: In addition, there is a risk that p
Page 33 and 34: Shareholders’ Meeting of Nordex A
Page 35 and 36: Nordex AG believes that generating
Page 37 and 38: The US provides federal support for
Page 39 and 40: Business Introduction and Overview
Page 41 and 42: manufacturers, customers and suppli
Page 43 and 44: The following table illustrates the
Page 45 and 46: According to the provisional figure
Page 47 and 48: Vestas Wind Systems A/S and Bonus E
Page 49 and 50: Strategy Nordex’s overall strateg
Page 51 and 52: The following figure illustrates th
Page 53 and 54: due to their various sizes and nomi
Page 55 and 56: The maximum weekly production capac
Page 57 and 58: The Company’s marketing is mainly
Page 59 and 60: total value of its requirement for
Page 61 and 62: Intellectual Property Rights Patent
Page 63 and 64: Since it ceased being a member of t
Page 65 and 66: The following table provides an ove
Page 67 and 68: accept and pay for the rotor blades
Page 69 and 70: Before construction of the wind par
Page 71 and 72: Relationships with Principal Shareh
Page 73 and 74: Agreements with Associated Companie
Page 75 and 76: interests it held with a total nomi
Page 77 and 78: underwriting syndicate lead-managed
Page 79: Earnings per Share The following ta
Page 83 and 84: Capital stock: EUR 25 thousand Rese
Page 85 and 86: Executive Bodies of the Company, Em
Page 87 and 88: The Company has not granted any loa
Page 89 and 90: Automotive-Gruppe were, from 1993,
Page 91 and 92: two comprises the managing director
Page 93 and 94: Management’s Discussion and Analy
Page 95 and 96: Comparison of Fiscal Years 1999/200
Page 97 and 98: was due primarily to the Company in
Page 99 and 100: In total, the average pro forma inc
Page 101 and 102: EUR 3.40 million as of September 30
Page 103 and 104: with terms of between two and five
Page 105 and 106: Liquidity Cash flow from operations
Page 107 and 108: corporation income tax a special ta
Page 109 and 110: or a refund of the amount by which
Page 111 and 112: The above-mentioned tax liability c
Page 113 and 114: Financial information (Combined) Pr
Page 115 and 116: Assets (Combined) pro forma CONSOLI
Page 117 and 118: (Combined) pro forma CONSOLIDATED I
Page 119 and 120: (Combined) pro forma STATEMENTS OF
Page 121 and 122: were eliminated from net incomes an
Page 123 and 124: In the years under review, the cons
Page 125 and 126: Since Taifun AG will not commence w
Page 127 and 128: The calculation of imputed taxes, t
Page 129 and 130: (5.2) Inventories 9-30-2000 E13,903
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(5.6) Equity 9-30-2000 E16,013,985.
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(5.10) Deferred income 9-30-2000 E1
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(6.7) Amortization/depreciation 199
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A detailed breakdown of income taxe
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Primary segment report The Wind Ene
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F-29 (Combined) fixed-asset analysi
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F-31 (Combined) fixed-asset analysi
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alances (receivables, payables, inc
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MANAGEMENT REPORT FOR THE ABBREVIAT
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ANNUAL FINANCIAL STATEMENTS FOR THE
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Group affiliation TAIFUN AG as well
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Assets Pro forma CONSOLIDATED BALAN
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Pro forma CONSOLIDATED INCOME STATE
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Pro forma STATEMENT OF CHANGES IN E
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The restatements made to reconcile
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(3) Consolidation procedures Accord
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(5.2) Inventories 12-31-2000 E 38,0
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(5.7) Future payables under l/t con
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(6.5) Other operating expenses Firs
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Primary segment report The Wind Ene
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F-59 Combined fixed asset analysis
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INDEPENDENT AUDITOR’S CERTIFICATE
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Owing to the accounting system havi
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Research and development Certificat
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ANNUAL FINANCIAL STATEMENTS FOR THE
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ANNUAL ACCOUNTS FOR THE FISCAL YEAR
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(6) Liabilities Remaining term 1 ye
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Shareholdings Interest held Equity
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AUDITOR’S OPINION We audited the
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Recent Developments and Outlook Dur
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Glossary Alternative energy sources
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Medium voltage A type of voltage. T
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Stall-regulated wind turbine Stall-
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On the basis of the above Company R
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SUMMARY OF CERTAIN DIFFERENCES AMON
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the accrued interest of the present
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ecognise foreign currency gain or l
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UNDERWRITING AND SALE Dresdner Klei
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OFFERING MEMORANDUM Global Offering of up to ... - Nordex

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